United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2023

Commission file number:  0-11104

NOBLE ROMAN’S, INC.

(Exact name of registrant as specified in its charter)

Indiana	35-1281154
(State or other jurisdiction of organization)	(I.R.S. Employer Identification No.)
6612 E. 75th Street, Suite 450
Indianapolis, Indiana	46250
(Address of principal executive offices)	(Zip Code)

(317) 634-3377

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller Reporting Company	☒
Emerging Growth Company	☐

-If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 8, 2023, there were 22,215,512 shares of Common Stock, no par value, outstanding.

PART I  -  FINANCIAL INFORMATION

ITEM 1.  Financial Statements

The following unaudited condensed consolidated financial statements are included herein:

Condensed consolidated balance sheets as of December 31, 2022 and March 31, 2023 (unaudited)	Page 3
Condensed consolidated statements of operations for the three-month ended March 31, 2022 and 2023 (unaudited)	Page 4
Condensed consolidated statements of changes in stockholders' equity for the three-month periods ended March 31, 2022 and 2023 (unaudited)	Page 5
Condensed consolidated statements of cash flows for the three-month periods ended March 31, 2022 and 2023 (unaudited)	Page 6
Notes to condensed consolidated financial statements (unaudited)	Page 7

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Noble Roman's, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

Assets	December 31, 2022			March 31, 2023
Current assets:
Cash	$	785,522		$	463,283
Employee Retention Tax Credit Receivable		-			1,460,444
Accounts receivable - net		824,091			851,225
Inventories		997,868			1,006,689
Prepaid expenses		424,822			401,369
Total current assets		3,032,303			4,183,010
Property and equipment:
Equipment		4,351,558			4,358,367
Leasehold improvements		3,116,030			3,127,880
Construction and equipment in progress		63,097			57,774
		7,530,685			7,544,021
Less accumulated depreciation and amortization		2,817,477			2,912,993
Net property and equipment		4,713,208			4,631,028
Deferred tax asset		3,374,841			3,100,651
Deferred contract cost		934,036			943,109
Goodwill		278,466			278,466
Operating lease right of use assets		5,660,155			5,484,455
Other assets including long-term portion of receivables-net		350,189			377,611
Total assets	$	18,343,198		$	18,998,330
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses	$	650,582		$	598,748
Current portion of operating lease liability		799,164			799,164
Current portion of Corbel loan payable		866,667			1,000,000
Total current liabilities		2,316,413			2,397,912
Long-term obligations:
Term loan payable to Corbel		7,470,900			7,330,892
Corbel warrant value		29,037			29,037
Convertible notes payable		622,864			625,000
Operating lease liabilities - net of short-term portion		5,103,286			4,931,053
Deferred contract income		934,036			943,109
Total long-term liabilities		14,160,123			13,859,091
Stockholders' equity:
Common stock – no par value (40,000,000 shares authorized, 22,215,512 issued and outstanding as of December 31, 2022 and as of March 31, 2023)		24,819,736			24,826,130
Accumulated deficit		(22,953,074	)		(22,084,803	)
Total stockholders' equity		1,866,662			2,741,327
Total liabilities and stockholders’ equity	$	18,343,198		$	18,998,330

See accompanying notes to condensed consolidated financial statements (unaudited).

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Noble Roman's, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	Three-Months Ended March 31,
	2022			2023
Revenue:
Restaurant revenue - company-owned Craft Pizza & Pub	$	2,283,598		$	2,090,342
Restaurant revenue - company-owned non-traditional		133,129			223,381
Franchising revenue		1,034,244			987,342
Administrative fees and other		14,215			6,738
Total revenue		3,465,186			3,307,803
Operating expenses:
Restaurant expenses - company-owned Craft Pizza & Pub		2,058,529			1,914,821
Restaurant expenses - company-owned non-traditional		132,877			121,830
Franchising expenses (benefit)		461,355			(868,946	)
Total operating expenses		2,652,761			1,167,705
Depreciation and amortization		112,753			95,517
General and administrative expenses		540,530			518,832
Total expenses		3,306,044			1,782,054
Operating income		159,142			1,525,749
Interest expense		341,879			383,289
Income (loss) before income taxes		(182,737	)		1,142,460
Income tax expense (benefit)		(46,041	)		274,190
Net income (loss)	$	(136,696	)	$	868,270
Earnings (loss) per share - basic
Net income (loss)	$	(.01	)	$	.04
Weighted average number of common shares outstanding		22,215,512			22,215,512
Diluted earnings (loss) per share:
Net income (loss)	$	(.01	)	$	.04
Weighted average number of common shares outstanding		23,465,512			23,628,012

See accompanying notes to condensed consolidated financial statements (unaudited).

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Noble Roman's, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in

Stockholders' Equity

(Unaudited)

Three Months Ended March 31, 2023:

	Common Stock Shares Amount				Accumulated Deficit			Total
Balance at December 31, 2022		22,215,512	$	24,819,735	$	(22,953,073	)	$	1,866,662
Amortization of value of stock options				6,395					6,395
Net income for three months ended March 31, 2023						868,270			868,270
Balance at March 31, 2023		22,215,512	$	24,826,130	$	(22,084,803	)	$	2,741,327

Three Months Ended March 31, 2022:

	Common Stock Shares Amount				Accumulated Deficit			Total
Balance at December 31, 2021		22,215,512	$	24,791,568	$	(21,897,004	)	$	2,894,564
Amortization of value of stock options				7,623					7,623
Net loss for three months ended March 31, 2022		-		-		(136,696	)		(136,696	)
Balance at March 31, 2022		22,215,512	$	24,799,191	$	(22,033,700	)	$	2,765,491

See accompanying notes to condensed consolidated financial statements (unaudited)

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Noble Roman's, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

OPERATING ACTIVITIES	Three Months Ended March 31,
	2022			2023
Net income (loss)	$	(136,696	)	$	868,270
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		234,811			201,252
Amortization of lease cost in excess of cash paid in accordance with ASU 2016-02		6,099			25,253
Deferred income taxes (benefit)		(46,041	)		274,190
Changes in operating assets and liabilities:
(Increase) decrease in:
Employee Retention Tax Credit		-			(1,460,444	)
Accounts receivable		18,096			(27,134	)
Inventories		(6,363	)		(8,821	)
Prepaid expenses		(26,305	)		23,453
Other assets including long-term portion of receivables		(66,407	)		(27,422	)
Decrease in accounts payable and accrued expenses		33,662			(60,834	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		10,856			(192,237	)
INVESTING ACTIVITIES
Purchase of property and equipment		(466,382	)		(13,336	)
NET CASH USED IN INVESTING ACTIVITIES		(466,382	)		(13,336	)
FINANCING ACTIVITIES
Payment of principal on convertible notes		-			-
Principal payment on Corbel loan		-			(116,667	)
NET CASH PROVIDED BY FINANCINGACTIVITIES		-			(116,667	)
Increase (decrease) in cash		(455,526	)		(322,240	)
Cash at beginning of period		1,263,513			785,523
Cash at end of period	$	807,987		$	463,283
Supplemental schedule of investing and financing activities
Cash paid for interest	$	227,099		$	271,160

See accompanying notes to condensed consolidated financial statements (unaudited)

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 - The accompanying unaudited interim condensed consolidated financial statements, included herein, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated statements have been prepared in accordance with the Company’s accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in that report.  Unless the context indicates otherwise, references to the “Company” mean Noble Roman’s, Inc. and its subsidiaries.

In the opinion of the management of the Company, the information contained herein reflects all adjustments necessary for a fair presentation of the results of operations and cash flows for the interim periods presented and the financial condition as of the dates indicated, which adjustments are of a normal recurring nature.  The results for the three-month period ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year ending December 31, 2023, especially in light of past and potential future volatility and uncertainty resulting from the Coronavirus (“COVID-19”) pandemic and the governmental and consumer response.

Significant Accounting Policies

The Employee Retention Tax Credit (“ERTC”) is a refundable tax credit that businesses can claim on qualified wages paid to employees.  The program was introduced on March 27, 2020 in the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) to incentivize employers to keep their employees on their payroll during the pandemic and economic shutdown.  The credit applies to all qualified wages, including certain health plan expenses, paid during the period in which the operations were fully or partially suspended due to a government shutdown order or where there was significant decline in gross receipts.

When first established under the CARES Act, the tax credit was equal to 50% of the qualified wages an eligible employer paid to employees after March 12, 2020 and before January 1, 2021.  The credit was also limited to a maximum annual per employee credit of $5,000.  The credit was then extended through June 30, 2021 by the Tax Payer Certainty and Disaster Relief Act (“Relief Act”) (Division EE of the Consolidated Appropriations Act). The Relief Act modified the credit to be 70% of up to $10,000 of qualified wages per quarter in 2021 through June 30, 2021.  The program was further extended through December 31, 2021 by the American Rescue Plan Act of 2021 (“ARPA”) but was retroactively reduced by the Infrastructure Investment and Jobs Act, to end effective September 30, 2021. 

During the first quarter of 2023 the Company determined that it was entitled to an ERTC of $1.718 million and submitted amended federal Form 941 returns claiming that refund.  The ERTC refund is treated as a government grant and recognized in the first quarter of 2023 as reducing appropriate expenses for the $1.718 million less expense of $258,000 for applying for the refund or a net benefit of $1.460 million.

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There have been no other significant changes in the Company's accounting policies from those disclosed in its Annual Report on Form 10-K.

Note 2 – Royalties and fees included initial franchise fees of $60,000 for the three-month period ended March 31, 2023, and $83,000 for the three-month period ended March 31, 2022.  Royalties and fees included equipment commissions of $24,000 for the three-month period ended March 31, 2023, and $8,007 for the three-month period ended March 31, 2022.  Royalties and fees, including amortized initial franchise fees and equipment commissions, were $987,000 for the three-month period ended March 31, 2023, and $934,000 for the three-month period ended March 31, 2022.  Most of the cost for the services required to be performed by the Company are incurred prior to the franchise fee income being recorded, which is based on a contractual liability of the franchisee.

The effect on comparable period amounts within the financial statements by recording franchise fees and cost of opening the units as deferred contract costs and deferred contract income is not material as the initial franchise fee for the non-traditional franchise is intended to defray the initial contract costs, and the franchise fees and contract costs initially incurred and paid approximate the relative amortized franchise fees and contract costs for those same periods.

The deferred contract income and deferred costs were $943,000 on March 31, 2023.

At December 31, 2022 and March 31, 2023, the carrying values of the Company’s franchise receivables have been reduced to anticipated realizable value.  After considering this reduction of carrying value, the Company anticipates that substantially all of its accounts receivable reflected on the consolidated balance sheet as of March 31, 2023, will be collected. 

During the three-month period ended March 31, 2023 there were no company-operated or franchised Craft Pizza & Pub restaurants opened or closed.  During the same three-month period 10 new non-traditional outlets opened and 0 non-traditional outlets closed.

Note 3.  The following table sets forth the calculation of basic and diluted earnings per share for the three-month period ended March 31, 2023:

	Three Months Ended March 31, 2023
	Income (Numerator)		Shares (Denominator)		Per-Share Amount
Net income	$	868,270		22,215,512	$	0.04
Effect of dilutive securities
Stock dilution				162,500
Convertible notes		15,625		1,250,000
Diluted earnings per share
Net income	$	883,895		23,628,012	$	0.04

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The following table sets forth the calculation of basic and diluted earnings per share for the three-month period ended March 31, 2022:

	Three Months Ended March 31, 2022
	Income (Numerator)			Shares (Denominator)		Per-Share Amount
Net loss	$	(136,696	)		22,215,512	$	(0.01	)
Effect of dilutive securities
Stock dilution
Convertible notes		15,625			1,250,000
Diluted earnings per share
Net loss	$	(121,071	)		23,465,512	$	(0.01	)

Note 4 – On February 7, 2020, the Company entered into a Senior Secured Promissory Note and Warrant Purchase Agreement (as amended, the “Agreement”) with Corbel Capital Partners SBIC, L.P. (the “Purchaser” or “Corbel”). Pursuant to the Agreement, the Company issued to the Purchaser a senior secured promissory note (the “Senior Note”) in the initial principal amount of $8.0 million. The Company has used the net proceeds of the Agreement as follows: (i) $4.2 million to repay the Company’s then-existing bank debt which was in the original amount of $6.1 million; (ii) $1,275,000 to repay the portion of the Company’s existing subordinated convertible debt the maturity date of which most had not previously been extended; (iii) to pay debt issuance costs; and (iv) the remaining net proceeds for working capital and other general corporate purposes, including development of new Company-owned Craft Pizza & Pub locations.

The Senior Note bears cash interest of LIBOR, as defined in the Agreement, plus 7.75%. In addition, the Senior Note requires payment-in-kind (“PIK”) interest of 3% per annum, which is added to the principal amount of the Senior Note. Interest is payable in arrears on the last calendar day of each month. The Senior Note matures on February 7, 2025. At the end of the third quarter 2022, the Company entered into an amendment to the Senior Note agreement changing the required payments of principal beginning in March 2023 from $33,333 per month to $83,333 per month in exchange for lowering the financial covenants and eliminating the excess cash flow requirement. In addition, when LIBOR is phased out it will be replaced with SOFR, as defined in the Agreement.  The Senior Note, as amended, requires principal payments of $33,333 in February 2023 and beginning in March 2023 payments of $83,333 per month continuing until maturity.

In conjunction with the borrowing under the Senior Note, the Company issued to the Purchaser a warrant (the “Corbel Warrant”) to purchase up to 2,250,000 shares of Common Stock. The Corbel Warrant entitles the Purchaser to purchase from the Company, at any time or from time to time: (i) 1,200,000 shares of Common Stock at an exercise price of $0.57 per share (“Tranche 1”), (ii) 900,000 shares of Common Stock at an exercise price of $0.72 per share (“Tranche 2”); and (iii) 150,000 shares of Common Stock at an exercise price of $0.97 per share (“Tranche 3”). The Purchaser is required to exercise the Corbel Warrant with respect to Tranche 1 if the Common Stock is trading at $1.40 per share or higher for a specified period, and is further required to exercise the Corbel Warrant with respect to Tranche 2 if the Common Stock is trading at $1.50 per share or higher for a specified period. Cashless exercise of the Corbel Warrant is only permitted with respect to Tranche 3. The Purchaser has the right, within six months after the issuance of any shares under the Corbel Warrant, to require the Company to repurchase such shares for cash or for Put Notes (as defined in the Agreement), at the Company's discretion. The Corbel Warrant expires on the sixth anniversary of the date of its issuance.

Note 5 – The Company evaluated subsequent events through the date the financial statements were issued and filed with SEC.  There were no subsequent events that required recognition or disclosure beyond what is disclosed in this report.

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Impact of COVID-19 Pandemic

In the first quarter of 2020, a novel strain of coronavirus (COVID-19) emerged and spread throughout the United States. The World Health Organization recognized COVID-19 as a pandemic in March 2020. In response to the pandemic, the U.S. federal government and various state and local governments have, among other things, imposed travel and business restrictions, including stay-at-home orders and other guidelines that required restaurants and bars to close or restrict inside dining. The pandemic resulted in significant, economic volatility, uncertainty and disruption, reduced commercial activity and weakened economic conditions in the regions in which the Company and its franchisees operate.

The pandemic and the governmental response had a significant adverse impact on the Company, due to, among other things, governmental restrictions, reduced customer traffic, staffing challenges and supply difficulties  especially as a result of the emergence of the Omicron and other variants of COVID-19 in late 2021 and early in 2022.  Many states and municipalities in the United States, including Indiana where all of the Company-owned Craft Pizza & Pub restaurants are located, have from time to time temporarily restricted travel and suspended the operations of dine-in restaurants and other businesses in light of COVID-19 which negatively affected the Company’s operations.  As the duration and scope of the pandemic is uncertain these orders are subject to further modification, which could adversely affect the Company.  Further, the Company can provide no assurance the phase out of restrictions will have a positive effect on the Company’s business.

Host facilities for the Company’s non-traditional franchises were also affected by labor shortages which adversely impacted those developments and in turn slowed the sales of franchises. The uncertainty and disruption in the U.S. economy caused by the pandemic are likely to continue to adversely impact the volume and resources of potential franchisees for both the Company’s Craft Pizza & Pub and non-traditional venues.

Tax laws that address the financial impact of the lockdowns and restrictions provided relief to the Company in the form of the ERTC.  During the first quarter of 2023, the Company determined that it was entitled to an ERTC of $1.718 million and submitted amended federal Form 941 returns claiming that refund.  The ERTC refund is treated as a government grant and recognized in the first quarter of 2023 as reducing appropriate expenses for the $1.718 million less expenses for applying for the refund of $258,000 or a net benefit of $1.460 million.

The ERTC is a refundable tax credit that businesses can claim on qualified wages paid to employees.  The program was introduced on March 27, 2020 in the CARES Act to incentivize employers to keep their employees on their payroll during the pandemic and economic shutdown.  The credit applies to all qualified wages, including certain health plan expenses, paid during the period in which the operations were fully or partially suspended due to a government shutdown order or where there was significant decline in gross receipts.

When first established under the CARES Act, the tax credit was equal to 50% of the qualified wages an eligible employer paid to employees after March 12, 2020 and before January 1, 2021.  The credit was also limited to a maximum annual per employee credit of $5,000.  The credit was then extended through June 30, 2021 by the Relief Act.  The Relief Act modified the credit to be 70% of up to $10,000 of qualified wages per quarter in 2021 through June 30, 2021.  The program was further extended through December 31, 2021 by the American Rescue Plan Act of 2021 (“ARPA”) but was retroactively reduced by the Infrastructure Investment and Jobs Act, to end effective September 30, 2021. 

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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Noble Roman’s, Inc., an Indiana corporation incorporated in 1972, sells and services franchises and licenses and operates Company-owned stand-alone restaurants and non-traditional foodservice operations under the trade names “Noble Roman’s Craft Pizza & Pub,” “Noble Roman’s Pizza,” “Noble Roman’s Take-N-Bake,” and “Tuscano’s Italian Style Subs.” References in this report to the “Company” are to Noble Roman’s, Inc. and its wholly-owned subsidiaries, unless the context requires otherwise. The Company’s only operating subsidiary is RH Roanoke, Inc., which operates a Company-owned non-traditional location.

The Company has been operating, franchising and licensing Noble Roman’s Pizza operations in a variety of stand-alone and non-traditional locations across the country since 1972. Its first Craft Pizza & Pub location opened in January 2017 as a Company-operated restaurant in a northern suburb of Indianapolis, Indiana. Since then, the Company opened a total of eight more Company-operated locations in 2017, 2018, 2020 and 2021. The Company-operated locations serve as the base for what it sees as a significant potential future growth driver, including additional Company operated locations and franchising its full-service restaurant format to experienced, multi-unit restaurant operators with a track record of success. In 2019 the Company executed an agreement with the first franchise operator, Indiana’s largest Dairy Queen franchisee with 19 franchised Dairy Queen locations at that time. The franchisee opened the first franchised Craft Pizza & Pub location in May 2019 and another location in November 2020. In November 2019, another franchisee, with an operations background in McDonald's, opened a Craft Pizza & Pub in Evansville, Indiana.

As discussed elsewhere in this report, the COVID-19 pandemic materially affected the Company’s business and its franchising strategy since the pandemic emerged during the first quarter of 2020.

Noble Roman’s Craft Pizza & Pub

The Noble Roman’s Craft Pizza & Pub format incorporates many of the basic elements first introduced in 1972 but in a modern atmosphere with up-to-date baking technology and equipment to maximize speed, enhance quality and perpetuate the taste customers love and expect from a Noble Roman’s.

The Noble Roman’s Craft Pizza & Pub provides for a selection of over 40 different toppings, cheeses and sauces from which to choose. Beer and wine also are featured, with 16 different beers on tap including both national and local craft selections. Wines include 16 affordably priced options by the bottle or glass in a range of varietals. Beer and wine service is provided at the bar and throughout the dining room.

The Company designed the system to enable fast cook times, with oven speeds running approximately 2.5 minutes for traditional pizzas and 5.75 minutes for Sicilian pizzas. Popular pizza favorites such as pepperoni are options on the menu but also offered is a selection of Craft Pizza & Pub original pizza creations. The menu also features a selection of contemporary and fresh, made-to-order salads and fresh-cooked pasta. The menu also incorporates baked sub sandwiches, hand-sauced wings and a selection of desserts, as well as Noble Roman’s famous Breadsticks with Spicy Cheese Sauce, most of which have been offered in its locations since 1972. In 2022, new salad bars were rolled out over time across all Company-operated restaurants.

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Additional enhancements include a glass enclosed “Dough Room” where Noble Roman’s Dough Masters hand make all pizza and breadstick dough from scratch in customer view. Kids and adults enjoy Noble Roman’s self-serve root beer tap, which is also part of a special menu for customers 12 and younger. Throughout the dining room and the bar area there are many giant screen television monitors for sports and the nostalgic black and white shorts featured in Noble Roman’s since 1972.

The Company designed its curbside service for carry-out customers, called “Pizza Valet Service,” to create added value and convenience. With Pizza Valet Service, customers place orders ahead, drive into the restaurant’s reserved valet parking spaces and have their pizza run to their vehicle by specially uniformed pizza valets. Customers who pay when they place their orders are able to drive up and leave with their order very quickly without stepping out of their vehicle. For those who choose to pay after they arrive, pizza valets can take credit card payments on their mobile payment devices right at the customer's vehicle. With the fast baking times, the entire experience, from order to pick-up can take as little as 12 minutes.

Noble Roman’s Pizza For Non-Traditional Locations

In 1997, the Company started franchising non-traditional locations (a Noble Roman’s pizza operation within some other host business or activity with existing traffic) such as entertainment facilities, hospitals, convenience stores and other types of facilities. These locations utilize the two pizza styles the Company started with in 1972, along with its great tasting, high quality ingredients and menu extensions.

The hallmark of Noble Roman’s Pizza for non-traditional locations is “Superior quality that our customers can taste.” Every ingredient and process has been designed with a view to produce superior results.

· A fully-prepared pizza crust that captures the made-from-scratch pizzeria flavor which gets delivered to non-traditional locations in a shelf-stable condition so that dough handling is no longer an impediment to a consistent product, which otherwise is a challenge in non-traditional locations.

· Fresh packed, uncondensed and never cooked sauce made with secret spices, parmesan cheese and vine-ripened tomatoes in all venues.

· 100% real cheese blended from mozzarella and Muenster, with no additives or extenders.

· 100% real meat toppings, with no soy additives or extenders, a distinction compared to many pizza concepts.

· Vegetables (like onions and green peppers) and mushrooms for pizzas are sliced and delivered fresh, never canned.

· An extended product line that includes breadsticks and cheesy stix with dip, pasta, baked sandwiches, salads, wings and a line of breakfast products.

· The fully-prepared crust also forms the basis for the Company’s Take-N-Bake pizza for use as an add-on component for its non-traditional franchise and licensing base.

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Business Strategy

The Company is focused on revenue expansion while carefully managing corporate-level overhead expenses. To accomplish this, the Company plans to continue developing, owning and operating Craft Pizza & Pub locations and franchising that format to qualified multi-unit franchisees. At the same time, the Company will continue to focus on franchising/licensing for non-traditional locations by franchising that format primarily to convenience stores and entertainment centers.

The initial franchise fees for a Noble Roman’s Pizza non-traditional location or a Craft Pizza & Pub location are as follows:

	Non-Traditional Except Hospitals		Non-Traditional Hospitals		Traditional Stand-Alone
Either a Noble Roman’s Pizza or Craft Pizza & Pub	$	7,500	$	10,000	$	30,000	(1)

(1)  With the sale of multiple traditional stand-alone franchises to a single franchisee, the franchise fee for the first unit is $30,000, the franchise fee for the second unit is $25,000 and the franchise fee for the third unit and any additional unit is $20,000.

The franchise fees are paid upon signing the franchise agreement and, when paid, are non-refundable in consideration of the administration and other expenses incurred by the Company in granting the franchises and for the lost and/or deferred opportunities to grant such franchises to any other party.

The Company’s proprietary ingredients are manufactured pursuant to the Company’s recipes and formulas by third-party manufacturers under contracts between the Company and its various manufacturers.  These contracts require the manufacturers to produce ingredients meeting the Company’s specifications and to sell them to Company-approved distributors at prices negotiated between the Company and the manufacturer.

The Company utilizes distributors it has strategically identified in areas across the United States where Company-owned and franchise operations are located.  The distributor agreements require the distributors to maintain adequate inventories of all ingredients necessary to meet the needs of the Company’s franchisees and licensees in their distribution areas for weekly deliveries.

Business Operations

Distribution

The Company’s proprietary ingredients are manufactured pursuant to the Company’s specifications or recipes by third-party manufacturers under contracts between the Company and its various manufacturers.  These contracts require the manufacturers to produce ingredients meeting the Company’s specifications and to sell them to Company-approved third-party distributors at prices negotiated between the Company and the manufacturer.

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The Company has third-party distributors strategically located throughout the United States.  The agreements require the distributors to maintain adequate inventories of all ingredients necessary to meet the needs of the Company’s franchisees and licensees in their distribution areas for weekly deliveries to the franchisee/licensee.  Each of the primary distributors purchases the ingredients from the manufacturers at prices negotiated between the Company and the manufacturers, but under payment terms agreed upon by the manufacturers and the distributor, and distributes the ingredients to the franchisee/licensee at a price determined by the distributor agreement.  Payment terms to the distributor are agreed upon between each franchisee/licensee and the respective distributor. 

Financial Summary

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Actual results may differ from those estimates.  The Company periodically evaluates the carrying value of its assets, including property, equipment and related costs, accounts receivable and deferred tax assets, to assess whether any impairment indications are present.  If any impairment of an individual asset is evident, a charge will be provided to reduce the carrying value to its estimated fair value.

The following table sets forth the revenue, expense and margin contribution of the Company's Craft Pizza & Pub venue and the percentage relationship to its revenue: 

	Three Months ended March 31,
	2022				2023
Revenue	$	2,283,596	100.0		$	2,090,342	100.0
Cost of sales		470,273	20.6			451,359	21.6
Salaries and wages		722,958	31.7			617,463	29.5
Facility cost including rent, common area and utilities		393,697	17.2			404,824	19.4
Packaging		80,738	3.5			72,028	3.4
Delivery fees		36,924	1.6			31,122	1.5
All other operating expenses		353,939	15.5			338,025	16.2
Total expenses		2,058,529	90.1			1,914,821	91.6
Margin contribution	$	225,067	9.9	%	$	175,521	8.4	%

Note:  Margin contribution from this venue was decreased by $3,757 for non-cash expense related to the adoption of Accounting Standards Update ("ASU 2016-02") accounting for leases which became effective after January 1, 2019 for publicly reporting companies.

The following table sets forth the revenue, expense and margin contribution of the Company's franchising venue and the percentage relationship to its revenue:

	Three Months ended March 31,
	2022				2023
Royalties and fees from franchising	$	1,034,244	100.0	%	$	987,343		100	%
Salaries and wages		193,596	18.7			222,458		22.5
Trade show expense		90,000	8.7			90,200		9.1
Insurance		95,851	9.3			91,175		9.2
Travel and auto		18,808	1.8			32,130		3.3
All other operating expenses		63,100	6.1			(1,304,909	)	(132.1	)
Total expenses		461,355	44.6			(868,946	)	(88.0	)
Margin contribution	$	572,889	55.4	%	$	1,856,289		188.0	%

Note:  The credit to all other expenses is the result of recording the ERTC in quarter one although the extra expenses which this program was designed to reimburse the Company for occurred in 2020 and 2021.

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The following table sets forth the revenue, expense and margin contribution of the Company-owned non-traditional venue and the percent relationship to its revenue:

	Three Months ended March 31,
	2022				2023
Revenue	$	133,129	100.0	%	$	223,381	100	%
Total expenses		132,877	99.8			121,830	54.5
Margin contribution	$	252	.2	%	$	101,551	45.5	%

Note:  The significant increase in revenue was primarily the result of the hospital releasing most of its pandemic restrictions by allowing employees and guests to travel throughout the hospital.

Total expenses were reduced by $83,177 as a result of recording the ERTC in quarter one although the extra expenses, which the program was designed to reimburse the Company for occurred in 2020 and 2021.

Results of Operations

Company-Owned Craft Pizza & Pub

The revenue from this venue was $2.1 million for the three months ended March 31, 2023 compared to $2.3 million for the corresponding period in 2022.  The primary reason for this decrease was the two restaurants that opened near the end of 2021 had less sales as a result of their still benefiting from their opening period in early 2022.  To a lesser extent, the decrease was a result of a decrease in third party deliveries which was not totally offset by an increase in dine-in sales. 

Cost of sales increased to 21.6% for the three months ended March 31, 2023 from 20.6% in the corresponding period last year.  This increase was the result of the inflationary pressures on essentially all products partially offset by more strict controls as a result of more experienced employees and menu price increases.

Salaries and wages decreased to 29.5% for the three months ended March 31, 2023 from 31.7% for the comparable period in 2022, which was the result of more efficient use of labor because employees had been there longer and more strict controls which offset the salary and wage rate increases caused by the overall labor shortage.

Gross margin contribution decreased to 8.4% for the three months ended March 31, 2023 from 9.9% for the quarter compared to the comparable period last year, which was primarily the result of a decrease in revenue as explained in the paragraph above.    

Franchising

The revenue from this venue decreased from $1.03 million to $987 thousand for the three months ended March 31, 2023 compared to the corresponding period in 2022.  This decrease was the result of the closure of several non-traditional locations as a result of the emergence of the Omicron variant of COVID-19, and most of which has now been offset by the opening of additional locations and improved sales.  This venue is now continuing to grow again as the Company has sold approximately 26 new franchises since January 1, 2023 with a significant number of prospects in the pipeline.

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Salaries and wages increased to 22.5% from 18.7% for the comparable period in 2022, primarily the result of adding additional staff to add renewed emphasis on growth in this venue as some of the COVID restrictions have been minimized.   

As a result of recording a reduction of expenses by recording ERTC by approximately $1.38 million, gross margin contribution increased to 188.0% from 55.4% for the quarter compared to the comparable period last year. The reduction in other operating cost was a result of recording the ERTC in the first quarter of 2023 although the extra expenses and lost revenue which this program was designed to reimburse the Company for occurred in 2020 and 2021.

Company-Owned Non-Traditional Locations

Gross revenue from this venue increased to $223,000 from $133,000 in the three-month period ended March 31, 2023 compared to the corresponding period in 2022.  The primary reason for this increase was the lifting of the restrictions placed on the hospital as a result of the COVID-19 pandemic whereby the hospital was restricted from having outside visitors and staff inside the hospital going from one area of the hospital to another.  The Company does not intend to operate any more Company-owned non-traditional locations except the one location that it is currently operating. 

As a result of reducing expenses by recording ERTC in this venue by $83,177, total expenses decreased to $122,000 from $133,000 for the three-month period ended March 31, 2023 compared to the corresponding period in 2022.  The primary reason for this decrease was stricter controls on the costs to maintain service in the hospital.     

Other Expenses

Depreciation and amortization decreased to $96,000 from $113,000 for the three-month period ended March 31, 2023 compared to the corresponding periods in 2022.  The primary reason for the decrease was the lack of building new Company-owned locations since late 2021. 

General and administrative expenses decreased to $519,000 from $541,000 for the three-month period ended March 31, 2023 compared to the corresponding period in 2022.  The primary reason for the decrease was the tighter control on expenses.

Interest expense increased to $383,000 from $342,000 for the three-month period ended March 31, 2023 compared to the corresponding period in 2022.  The primary reason for the increase was a result of adding non-cash PIK interest to the principal balance of the Senior Note and was partially offset by beginning principal payments on the Senior Note in February 2023. 

Net income before taxes increased to $1.1 million compared to a loss of $200 thousand for the period ended March 31, 2023 compared to the corresponding period in 2022.  Net income before income tax is an important measure for the Company since it has deferred tax credits on the balance sheet to offset any income tax expense for approximately the next $12 million in net income before taxes.  The primary reason for the significant increase was the recording of the ERTC in the first quarter of 2023 in the amount of $1.46 million, which is net of the expenses of $258,000 for applying for the refund.

Net income increased to $868,000 from a net loss of $137,000 for the three-month period ended March 31, 2023 compared to the corresponding period in 2022. 

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Liquidity and Capital Resources   

The Company’s strategy is to grow its business by concentrating on franchising/licensing non-traditional locations, franchising its updated stand-alone concept, Craft Pizza & Pub, and operating a limited number of Company-owned Craft Pizza & Pub restaurants. The Company added new Company-operated Craft Pizza & Pub locations in January and November 2017, January and June 2018, March, October and November2020, and October and December 2021.  The Company added no new Company-operated Craft Pizza & Pub locations during 2022; however locations of non-traditional franchising have increased in recent months.

The Company is operating one non-traditional location in a hospital and has no plans for operating any additional non-traditional locations.

The Company’s current ratio was 1.7-to-1 as of March 31, 2023 compared to 1.3-to-1 as of December 31, 2022.  The Company’s current ratio was significantly impacted by the recording of the ERTC in the first quarter of 2023 when the Company applied for the credit. 

In January 2017, the Company completed the offering of $2.4 million principal amount of promissory notes (the “Notes”) convertible to Common Stock at $0.50 per share and warrants (the “Warrants”) to purchase up to 2.4 million shares of the Company’s Common Stock at an exercise price of $1.00 per share, subject to adjustment. In 2018, $400,000 principal amount of Notes was converted into 800,000 shares of the Company’s Common Stock, in January 2019 another Note in the principal amount of $50,000 was converted into 100,000 shares of the Company’s Common Stock, and in August 2019 another Note in the principal amount of $50,000 was converted into 100,000 shares of the Company’s Common Stock, leaving principal amounts of Notes of $1.9 million outstanding as of December 31, 2019.  Holders of Notes in the principal amount of $775,000 extended their maturity date to January 31, 2023.  In February 2020, $1,275,000 principal amount of the Notes were repaid in conjunction with a new financing leaving a principal balance of $625,000 of subordinated convertible notes outstanding due January 31, 2023.  During 2022, all of those Notes were extended except for Notes with outstanding principal of $150,000 which cannot be repaid until the Corbel Note is repaid. These Notes bear interest at 10% per annum, including the Notes which have not been extended, paid quarterly and are convertible to Common Stock any time prior to maturity at the option of the holder at $0.50 per share.  The remaining Warrants to purchase 775,000 shares were re-priced to $0.57 per share as a result of the financing completed in February 2020.

On February 7, 2020, the Company entered into the Agreement with Corbel, pursuant to which the Company issued to Corbel the Senior Note in the initial principal amount of $8.0 million. The Company has used the net proceeds of the Agreement as follows: (i) $4.2 million was used to repay the Company’s then-existing bank debt which were in the original amount of $6.1 million; (ii) $1,275,000 was used to repay the portion of the Company’s existing subordinated convertible debt the maturity date of which most had not previously been extended, (iii) debt issuance costs; and (iv) the remaining net proceeds were used for working capital and other general corporate purposes, including development of new Company-owned Craft Pizza & Pub locations.

The Senior Note bears cash interest of LIBOR, as defined in the Agreement, plus 7.75%. In addition, the Senior Note requires PIK Interest of 3% per annum, which is added to the principal amount of the Senior Note. Interest is payable in arrears on the last calendar day of each month. The Senior Note matures on February 7, 2025. The Senior Note, as amended, requires principal payments of $33,333 in February 2023 and beginning in March 2023 principal payments of $83,333 per month continuing until maturity. At the end of the third quarter 2022, the Company entered into an amendment to the Senior Note agreement changing the required payments of principal beginning in March 2023 from $33,333 per month to $83,333 per month in exchange for lowering the financial covenants and eliminating the excess cash flow requirement.  In addition, when LIBOR is phased out it will be replaced with SOFR.

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The Company, in the first quarter of 2023, submitted amended federal Form 941 returns for 2020 and 2021 to obtain a credit under the ERTC (which is a part of the CARES Act) of $1.718 million which will be reduced by $258,000 expenses of obtaining the credit for a net of $1.461 million.  While the ERTC applies to prior periods, the expected net refund was recorded when the claim was filed as a reduction in expenses in the first quarter of 2023 and is expected to be received within a few months.

As a result of the financial arrangements described above and the Company’s cash flow projections, the Company believes it will have sufficient cash flow to meet its obligations and to carry out its current business plan.  The Company’s cash flow projections for the next two years are primarily based on the Company’s strategy of growing the non-traditional franchising/licensing venues, operating Craft Pizza &Pub locations and pursuing a franchising program for Craft Pizza & Pub restaurants as market conditions allow. The Company intends to refinance its outstanding debt before the maturity of the Corbel debt in February 2025.

The Company does not anticipate that any of the recently issued pronouncements relating to the Statement of Financial Accounting Standards will have a material impact on its Consolidated Statement of Operations or its Consolidated Balance Sheet. 

Forward-Looking Statements

The statements contained above in Management’s Discussion and Analysis concerning the Company’s future revenues, profitability, financial resources, market demand and product development are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) relating to the Company that are based on the beliefs of the management of the Company, as well as assumptions and estimates made by and information currently available to the Company’s management. The Company’s actual results in the future may differ materially from those indicated by the forward-looking statements due to risks and uncertainties that exist in the Company’s operations and business environment, including, but not limited to the effects of the COVID-19 pandemic and its aftermath, competitive factors and pricing and cost pressures, non-renewal of franchise agreements, shifts in market demand, the success of franchise programs, including the Noble Roman’s Craft Pizza & Pub format, the Company’s ability to successfully operate an increased number of Company-owned restaurants, the outcome of the election of directors at the Company’s 2023 annual meeting of shareholders (as discussed under “Part II-Other Information”), general economic conditions, changes in demand for the Company’s products or franchises, the Company’s ability to service its loans, the acceptance of the amended federal Form 941 returns relating to the ERTC, the impact of franchise regulation, the success or failure of individual franchisees and inflation and other changes in prices or supplies of food ingredients and labor as well as the factors discussed under “Risk Factors” contained in this Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

The Company’s exposure to interest rate risk relates primarily to its variable-rate debt. As of December 31, 2022, the Company had outstanding variable interest-bearing debt in the aggregate principal amount of $8.4 million. The Company’s current borrowings were at a variable rate tied to LIBOR plus 7.25% per annum adjusted on a monthly basis. Based on its current debt structure, for each 1% increase in LIBOR the Company would incur increased interest expense of approximately $85,000 over the succeeding 12-month period. At the end of the third quarter 2022, the Company entered into an amendment to the Senior Note agreement changing the required payments of principal beginning in March 2023 from $33,333 per month to $83,333 per month in exchange for lowering the financial covenants and eliminating the excess cash flow requirement. In addition, when LIBOR is phased out it will be replaced with SOFR.

ITEM 4. Controls and Procedures

Based on their evaluation as of the end of the period covered by this report, A. Scott Mobley, the Company’s President and Chief Executive Officer, and Paul W. Mobley, the Company’s Executive Chairman and Chief Financial Officer, have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective. There have been no changes in internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.

The Company is not involved in material litigation against it.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

ITEM 5. Other Information.

BT Brands, Inc. (“BT Brands”) has notified the Company that it intends to nominate Gary Copperud for election as a Class III director at the annual meeting in opposition to A. Scott Mobley, President and Chief Executive Officer of Noble Roman’s. Mr. Mobley has been nominated and unanimously endorsed by the Board of Directors. The shareholders may receive proxy solicitation materials from BT Brands including a proxy statement and proxy card. The Board of Directors of the Company recommends to the shareholders that they not return the proxy card. The Company is not responsible for the accuracy of any information provided by or relating to BT Brands contained in any proxy solicitation materials filed or disseminated by, or on behalf of, BT Brands or any other statements that BT Brands or its representatives may have made or otherwise make. The Board, including all of its independent directors, strongly urges the shareholders NOT to sign or return any proxy card sent to them by or on behalf of BT Brands.

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ITEM 6. Exhibits.

Index to Exhibits

Exhibit Number	Description
3.1	Amended Articles of Incorporation of the Registrant, filed as an exhibit to the Registrant’s Amendment No. 1 to the Post-Effective Amendment No. 2 to Registration Statement on Form S-1 filed July 1, 1985 (SEC File No.2-84150), is incorporated herein by reference.
3.2	Amended and Restated By-Laws of the Registrant, as currently in effect, filed as an exhibit to the Registrant’s Form 8-K filed December 23, 2009, is incorporated herein by reference.
3.3	Articles of Amendment of the Articles of Incorporation of the Registrant effective February 18, 1992 filed as an exhibit to the Registrant’s Registration Statement on Form SB-2 (SEC File No. 33-66850), ordered effective on October 26, 1993, is incorporated herein by reference.
3.4	Articles of Amendment of the Articles of Incorporation of the Registrant effective May 11, 2000, filed as Annex A and Annex B to the Registrant’s Proxy Statement on Schedule 14A filed March 28, 2000, is incorporated herein by reference.
3.5	Articles of Amendment of the Articles of Incorporation of the Registrant effective April 16, 2001 filed as Exhibit 3.4 to Registrant’s annual report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference.
3.6	Articles of Amendment of the Articles of Incorporation of the Registrant effective August 23, 2005, filed as Exhibit 3.1 to the Registrant’s current report on Form 8-K filed August 29, 2005, is incorporated herein by reference.
3.7	Articles of Amendment of the Articles of Incorporation of the Registrant effective February 7, 2017, filed as Exhibit 3.7 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) filed April 25, 2017, is incorporated herein by reference.
4.1	Description of Registered Securities, dated May 11, 2022, filed as Exhibit 4.1 to the Registrant’s Form 10-Q, is incorporated herein by reference.
4.2	Specimen Common Stock Certificates filed as an exhibit to the Registrant’s Registration Statement on Form S-18 filed October 22, 1982 and ordered effective on December 14, 1982 (SEC File No. 2-79963C), is incorporated herein by reference.
4.3	Warrant to purchase common stock, dated July 1, 2015, filed as Exhibit 10.11 to the Registrant’s Form 10-Q filed on August 11, 2015, is incorporated herein by reference.
4.4	Form of Senior Secured Promissory Note issued by Registrant to Corbel Capital Partners SBIC, L.P. dated February 7, 2020, filed as Exhibit 4.3 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.
4.5	Form of Warrant issued to Corbel Capital Partners SBIC, L.P. dated February 7, 2020, filed as Exhibit 4.4 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.
10.1*	Employment Agreement with Paul W. Mobley dated January 2, 1999 filed as Exhibit 10.1 to Registrant’s annual report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference.
10.2*	Employment Agreement with A. Scott Mobley dated January 2, 1999 filed as Exhibit 10.2 to Registrant’s annual report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference.
10.3	Agreement dated April 8, 2015, by and among the Registrant and the shareholder parties, filed as Exhibit 10.1 to Registrant’s Form 8-K filed on April 8, 2015, is incorporated herein by reference.
10.4	Form of 10% Convertible Subordinated Unsecured note filed as Exhibit 10.16 to the Registrant's Form 10-K filed on March 27, 2017, is incorporated herein by reference.
10.5	Form of Redeemable Common Stock Purchase Class A Warrant filed as Exhibit 10.21 to the Registrant's Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.
10.6	Senior Secured Note and Warrant Purchase Agreement dated February 7, 2020 by and between the Registrant and Corbel Capital Partners SBIC, L.P., filed as Exhibit 10.11 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.
10.7	Amendment to the Senior Secured Promissory Note and Warrant Purchase Agreement and Other Note Documents and Waiver, dated as of September 29, 2022, by and among Registrant and Corbel Capital Partners SBIC, L.P. dated September 29, 2022, filed herewith.
21.1	Subsidiaries of the Registrant filed in the Registrant’s Registration Statement on Form SB-2 (SEC File No. 33-66850) ordered effective on October 26, 1993, is incorporated herein by reference.
31.1	C.E.O. Certification under Rule 13a-14(a)/15d-14(a)
31.2	C.F.O. Certification under Rule 13a-14(a)/15d-14(a)
32.1	C.E.O. Certification under 18 U.S.C. Section 1350
32.2	C.F.O. Certification under 18 U.S.C. Section 1350
101	Interactive Financial Data

*Management contract or compensation plan.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NOBLE ROMAN'S, INC.
Date: May 10, 2023	By:	/s/ Paul W. Mobley
	Paul W. Mobley, Executive Chairman,
	Chief Financial Officer and Principal
		Accounting Officer (Authorized Officer and
		Principal Financial Officer)

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